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The Doctor: The last time, with Martha, it got complicated. And that was all my fault. I just want a mate.
Martha has (wisely) elected to leave the Doctor to deal with his own stuff while she gets on dealing with hers. The Doctor can't really argue with that point — though he does have the courtesy to look like he's sorry — so he's alone again. In the previous Christmas special, we saw him deciding not to take on any more companions for now, for fear of breaking their hearts and/or killing them.
Meanwhile, Donna Noble — remember Donna? — has been drifting through life, more or less aimlessly, and ruing the day she turned the Doctor down. She's become a bit more introspective and bit less confident, enough to anger Sylvia (her mom) and worry Wilfred (her grandpa, previously seen selling newspapers and chatting with the Doctor). The fact that her father has died in the meantime made things worse. In short, she's been having a horrible year.
One day, her strategy of seeking out weird happenings (on the grounds that where there's weirdness, there's probably a Doctor) pays off, when both she and the Doctor end up investigating a miraculous weight loss program.
The Doctor and Donna finally run into each other, but by then the aliens' plan of breeding (disturbingly adorable) baby Adipose out of living human fat has gone out of control, and entire people are beginning to dissolve. Fortunately the Doctor saves the day, Donna gets to see the stars and even the baby Adipose get a happy ending. The villainous Miss Foster, however, is killed by the alien race she was hired by.
Donna calls the Doctor out again on the last time he faced a group of aliens babies, which he murdered, and asks him if he's mellowed out a bit since then. The Doctor reluctantly confirms that Martha's been keeping him in check, but that things didn't work out with her as a companion regardless. "She fancied me", he elaborates. Donna invites herself into his TARDIS, but the Doctor says that he's not looking for yet another companion who'll develop feelings for him and end up with a ruined life — Rose, Jack, Martha, Sarah Jane and Astrid  were all quite enough of that. Donna assures him that he's not going to get any from her ever, and unlike Martha, she means it.
Before leaving, Donna gives a message to a strange woman. The woman turns around... to reveal none other than Rose Tyler, as the Doomsday theme plays.
- Bavarian Fire Drill: Both the Doctor and Donna, independently.
Donna: *walks in the front door* Donna Noble, Health and Safety.
- Later: "John Smith, Health and Safety... Film Department."
- Bilingual Bonus/Expospeak Gag: Adipose.
- Body Horror: Cute Body Horror, but Body Horror nonetheless.
- Brown Note: What happens when you hold two sonic devices against each other (though apparently it doesn't affect The Doctor).
- Butt Monkey: That investigative journalist cannot catch a break. Admittedly, she's not exactly doing a great job staying out of trouble, either.
- Chekhov's Gun: The Adipose Necklace.
- Chick Magnet: In case we hadn't noticed by now: when the Doctor's pretending to be a Health and Safety inspector, the telemarketer whose cubicle he stopped by slips him her number as he leaves. This just confuses him.
- Continuity Nod:
- Contrived Coincidence - Isn't it a bit weird that the newsagent from the last Christmas episode just happens to be Donna's grandfather? This eventually gets Arc Welded... twice. Apparently, thanks to Timey-Wimey Ball and Bizarre Alien Biology, the Doctor tends to repeatedly run into people who will later feature significantly in his lifecycle.
- Corrupt Corporate Executive: Miss Foster, of course.
- Cute Little Fangs: The Adipose babies!
- Development Gag: There is a journalist named "Penny Carter", which was the name of the intended new companion for Series 4 until it turned out that Catherine Tate wanted to return to Who.
- Exactly What It Says on the Tin: Adipose - The fat just walks away.
- Expy: Miss Foster, of Mrs. Wormwood.
- Failed a Spot Check: Wilf, when the extremely loud and visible Adipose ship appears in the sky while he's stargazing.
- Foreshadowing: An ATMOS sticker is visible on the taxi when the driver speaks to Donna.
- The Shadow Proclamation, last mentioned in Fear Her, is mentioned again in this episode. Also, Rose's appearance at the end of the episode.
- Gravity Is a Harsh Mistress: Miss Foster has just enough time for an Oh Crap moment before the drop, for all the world like Wile E. Coyote. Possibly justified, there may be residual floaty from the lifty beam.
- It Works Itself: "The fat just walks away."
- Leave No Witnesses: Ms. Foster is one such witness.
- Loud of War:
The Doctor: Oh, and one more thing before we... uh, die; do you know what happens when you hold two identical sonic devices against each other?
- Ludicrous Gibs: Though not actually shown, this is what most likely happens to Miss Foster, since we hear a nice splat sound effect after she falls to her death.
- Meaningful Name: Adipose is the scientific term for fat.
- And Miss Foster pointed out that her name was supposed to be a clue.
- Missed Him by That Much: Played for laughs, and a certain degree of irony.
- Then Accidentally with Rose
- Monster Is a Mommy: Inverted.
- Not the Fall That Kills You: The Doctor and Donna are falling in a lift capsule; the Doctor jams the mechanism and brings it to a stop within a second without either of them being injured.
- Obviously Evil: Miss Foster.
- Planet of Hats: Donna packs a hat box in case she runs into a literal example of one of these, and uses these exact words to tell the Doctor that.
- Real Life Writes the Plot: The guy from the previous episode who explained about everyone clearing out due to Genre Savvy returns, and is revealed as Wilfred Mott, Donna's grandad. He wasn't originally planned to be Donna's granddad, but when the actor who played Donna's father died Wilf was brought back, and the dad's scenes re-done with him.
- Howard Attfield's scenes as Geoff Noble are included as an extra on the DVD set with a nice intro from RTD.
- Ridiculously Cute Critter: Baby Adipose are, as mentioned above, disturbingly cute.
- Searching the Stalls: It turns out that the bad guys are actually searching for a different person, also a spy, who happens to be in the cubicle next to Donna's.
- Shout-Out: The Adipose Nursery Ship is quite an obvious shout-out to Close Encounters of the Third Kind.
- Soft Glass: Averted. When sonic-ing the window fails, Donna starts hitting it with a spanner... and doesn't have any more luck.
- Stock Episode Titles: 17 uses
- Talking Is a Free Action: Subverted in the Doctor and Donna's first exchange mouthing words to each other across two panes of glass and a room as they observe Miss Foster. Foster's spoken dialogue to the reporter goes conspicuously silent as they prattle on. At the very end of it, she asks if they're quite finished.
- Techno Babble: Aside from the Russell T. Davies Doctor Who standard, used by the Adipose company saleswoman explaining how the pill allegedly works. Her long speech full of scientific-sounding words basically boils down to, "It's absorbed by fat tissue then breaks the fat down." Hilariously enough, it's hinted later that this explanation is a wholesale fabrication.
- Tempting Fate: According to the Doctor, Mrs Foster having a sonic device of her own would be "very unlikely." Cut to Mrs Foster unlocking the roof doors with a sonic pen.
- Title Drop
- Wham! Episode: Rose's sudden appearance towards the end of the episode.
- You Have Outlived Your Usefulness: Ms. Foster.
- "You?" Squared: the Doctor and Donna do this when they meet for a second time -— except they do it in mime, through a window.
- and Fitz